Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity Phosphagenics Limited

ABN 32 056 482 403

We (the entity) give ASX the following information.

Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to Ordinary shares be issued

2 Number of +securities issued or 224,045,596 to be issued (if known) or maximum number which may be issued

3 Principal terms of the Fully paid ordinary shares +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if + convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms.

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4 Do the +securities rank equally Yes in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration $0.015 per share

6 Purpose of the issue The proceeds of the Entitlement Offer will (If issued as consideration for provide funds for Phosphagenics to progress the acquisition of assets, clearly the Mylan arbitration as well as continue the identify those assets) development and partnership of the TPM Opioid Patches, the TPM Injectable

Portfolio, the TPM Animal Health

opportunities and cash on hand for working capital and other purposes, and fund the costs of the Entitlement Offer.

6a Is the entity an +eligible entity No that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

6b The date the security holder N/A resolution under rule 7.1A was passed

6c Number of +securities issued N/A without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

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6d Number of +securities issued N/A with security holder approval under rule 7.1A

6e Number of +securities issued N/A with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued 224,045,596 under an exception in rule 7.2

6g If +securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

6h If +securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

6i Calculate the entity’s remaining N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates 27 October 2017

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number +Class 8 Number and +class of all 1,486,011,553 Ordinary shares +securities quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 3,000,000 Non-Quoted +securities not quoted on ASX Options expiring 22 (including the +securities in May 2019 (A$0.172 an section 2 if applicable) option) (POHAS)

5,250,000 2017 Options

(POHAS)

48,948,150 2016 Options (POHAS)

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No required?

12 Is the issue renounceable or non- Non-renounceable renounceable?

13 Ratio in which the +securities 1 new share for every 4 shares held will be offered

14 +Class of +securities to which the Fully paid ordinary shares offer relates

15 +Record date to determine 7pm AEST on 2 October 2017 entitlements

16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements Fractional entitlements will be rounded up in relation to fractions to the nearest whole number

+ See chapter 19 for defined terms.

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18 Names of countries in which the Canada, Chile, , , United entity has security holders who Kingdom, India, Israel, , Mexico, will not be sent new offer Malaysia, Philippines, Russian Federation, documents , Thailand, Taiwan, United States Note: Security holders must be told how their of America entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of 20 October 2017 acceptances or renunciations

20 Names of any underwriters Non-director underwriters: Darren Levy, Hee Rak Choi, Ross Copeland, SSDG Pty Ltd, Tony Domenic Amato, Bookkeeping Standards Institute of Australian Pty Ltd, Amato Group Superfund, Zico Investments Pty Ltd, Jawess Pty Ltd, William Hernstadt, Berkeley Consultants Pty Ltd, Paradyce Pty Ltd, Linda Kerr, Mark Gregory Kerr, Lindmark Inv Staff Superfund and Gold Road Orient Holdings Pty Ltd, Meat Industry Employees’ Superannuation Fund

Director underwriters: David Segal, Beacon Superfund, Ross Murdoch

21 Amount of any underwriting fee The non-director underwriters will receive or commission a 5% fee of the Shortfall Shares they take up

22 Names of any brokers to the N/A issue

23 Fee or commission payable to N/A the broker to the issue

24 Amount of any handling fee N/A payable to brokers who lodge acceptances or renunciations on behalf of security holders

25 If the issue is contingent on N/A security holders’ approval, the date of the meeting

+ See chapter 19 for defined terms.

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26 Date entitlement and acceptance 3 October 2017 form and offer documents will be sent to persons entitled

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if N/A applicable)

29 Date rights trading will end (if N/A applicable)

30 How do security holders sell N/A their entitlements in full through a broker?

31 How do security holders sell part N/A of their entitlements through a broker and accept for the balance?

32 How do security holders dispose N/A of their entitlements (except by sale through a broker)?

33 +Issue date 27 October 2017

Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of +securities (tick one)

(a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b)

38 Number of +securities for which N/A +quotation is sought

39 +Class of +securities for which N/A quotation is sought

40 Do the +securities rank equally in N/A all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

+ See chapter 19 for defined terms.

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41 Reason for request for quotation N/A now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX (including the +securities in clause 38)

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

 The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 There is no reason why those +securities should not be granted +quotation.

 An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

+ See chapter 19 for defined terms.

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4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: …………………...... Date: 30 October 2017 (Company Secretary)

Print name: Anna Legg ======

+ See chapter 19 for defined terms.

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